MEG Energy Enters into Agreement to be Acquired by Cenovus
MEG Energy Corp. (TSX: MEG) ( “MEG”, or the “Company”) today announced that it has entered into an arrangement agreement (the “Arrangement Agreement”) with Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) (“Cenovus”) under which Cenovus will acquire all issued and outstanding common shares of MEG (“MEG Shares”) in a transaction that values MEG at $27.25 per MEG Share, (the “Purchase Price”).
The proposed transaction (the “Transaction”) to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) represents a MEG enterprise value of $7.9 billion, inclusive of assumption of MEG’s debt, and is expected to close early in the fourth quarter of 2025, subject to customary approvals.
Under the terms of the Transaction, each holder of MEG Shares (a “MEG Shareholder”) will have the option to elect to receive for each MEG Share:
On a fully pro-rated basis, consideration per MEG Share represents approximately $20.44 in cash and 0.33125 of a Cenovus common share. The value of consideration payable under the Arrangement Agreement represents a mix of 75% cash and 25% Cenovus Shares. The Transaction is fully financed by Cenovus and is not subject to any financing conditions.
On June 16, 2025, MEG initiated a strategic review of alternatives (the “Process”) which sought to surface an offer superior to the Company’s compelling standalone plan. The Process was approved by the MEG Board which authorized a special committee comprised of independent members of the MEG Board (the “Special Committee”) to oversee the Process.
After evaluating several alternatives, including continuing with MEG’s previously announced standalone development plan, a comprehensive review of the unsolicited offer (“Unsolicited Strathcona Offer”) from Strathcona Resources Ltd. (“Strathcona”), and proposals received in the Process, the MEG Board has determined that the Transaction is in the best interests of MEG and its stakeholders.
The MEG Board, informed in part by the recommendation of the Special Committee, and after considering advice from its external financial and legal advisors, has unanimously:
All directors and executive officers of MEG have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their MEG Shares in favour of and otherwise support the Transaction, subject to the provisions of such agreements.
MEG shareholders will vote on the Transaction at a special meeting (the “Meeting”) expected to be held in early October 2025. The Transaction requires approval by at least 662/3% of the votes cast at the Meeting by MEG Shareholders represented in person or by proxy. Details of the Transaction and the required shareholder vote will be included in an information circular (“Circular”) that MEG expects to mail to the MEG Shareholders and file on SEDAR+ (www.sedarplus.com) in mid-September 2025. All MEG Shareholders are urged to read the Circular once available as it will contain additional important information concerning the Transaction including the deadline for making elections to receive cash and/or Cenovus Shares.
The Transaction is subject to a number of other conditions including certain required regulatory and government approvals, as further detailed in the Arrangement Agreement, a copy of which will be filed on SEDAR+ (www.sedarplus.ca).
If you have already tendered your MEG Shares to the Unsolicited Strathcona Offer, you can withdraw your MEG Shares by contacting your broker or Sodali & Co., by toll free phone call in North America to 1-888-999-2785, or to 1-289-695-3075 for banks, brokers, and callers outside North America or by email at [email protected].
INVESTORS
Sodali & Co
Toll free in North America at 1-888-999-2785, or at 1-289-695-3075 for banks, brokers, and callers outside North America or by email at [email protected].
MEDIA
Jim Campbell
Vice President, Communications and External Relations
T 403.775.1117
E [email protected]
MEG Energy Urges Shareholders to Take NO ACTION
MEG Energy Corp. (TSX:MEG, “MEG”, or the “Company”) announced on June 16, 2025, that its Board of Directors (the “Board”) has determined that Strathcona Resources Ltd.’s (“Strathcona”) unsolicited bid to acquire all of the issued and outstanding MEG shares is inadequate, opportunistic, and NOT in the best interests of MEG or its shareholders.
On May 30, 2025, Strathcona made a formal offer to acquire all of the issued and outstanding MEG shares it does not already own for a combination of 0.62 of a Strathcona share and $4.10 in cash per MEG share (the “Offer”). The Offer remains open until September 15, 2025.
MEG’s Board formed a Special Committee to conduct a thorough evaluation of the Offer with the assistance of financial and legal advisors. Following this review and on the recommendation of the Special Committee, the Board has concluded that the consideration to be received by shareholders under the Offer is inadequate, from a financial point of view, to shareholders, is not in the best interests of the Company or its shareholders, and unanimously recommends that shareholders REJECT the Offer by taking no action and NOT TENDER their shares.
NO ACTION is required to reject the Offer.
If you have already tendered your shares to the Offer, you can withdraw your shares by contacting your broker or Sodali & Co, the information agent retained by MEG, by toll-free phone call in North America to 1-888-999-2785, or to 1-289-695-3075 for banks, brokers, and callers outside North America or by e-mail at [email protected].
The Board filed its Directors’ Circular on June 16, 2025, which provides information for shareholders about MEG’s prospects and the Board’s analysis, deliberations and recommendations. The Directors’ Circular is available below and on SEDAR+ at www.sedarplus.ca. Additional information can be found in the Investor Presentation, which is also available below.
In its Directors’ Circular, the Board details the reasons for its recommendations, including:
As noted in the Directors’ Circular, the Board also considered the following:
Incident notification – April 30, 2016 – Meg Energy announces that today, at approximately 08:15 hrs, during work carried out on a natural gas well near the village of Edmonton in Alberta.